the decisions of the courts as to what law shall govern the exemption to be accorded have not been uniform.

If the court where the attachment issues has jurisdiction of the res (that is, of the garnishee), following the rule that exemptions usually pertain to the remedy, and that the lex fori therefore ordinarily regulates them, the general principle is that the law of the forum will usually determine what exemption the attachment-defendant is entitled to. This subject is fully treated hereafter, and its consideration had better be postponed until then."

CHAPTER XI.

VOLUNTARY TRANSFERS OF PERSONALTY INTER VIVOS.

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§ 127. Preliminary Various Kinds of Transfer. We have seen that the legal situs of personalty will usually furnish the "proper law" to govern transfers thereof, while the law of the actual situs of the property or the lex fori will be substituted for the proper law whenever the interests of the forum or its citizens demand such a course, and indeed in all cases where the exceptions to the operation of the proper foreign law come into play.

It will also be remembered that the legal situs of personalty follows the actual or the legal situs of the owner, according as the personalty is dealt with in a transaction in which the owner voluntarily participates or in a transaction in which his participation is involuntary or compulsory, a transaction resulting merely by operation of law. In case of voluntary transactions, the actual situs of the owner furnishes the proper law. In case of involuntary transactions, the law of the legal situs of the owner prevails. But both are liable to be substituted by the law of the actual situs of the property under the circumstances mentioned.

Voluntary transfers are always the result of the owner's agreement, made in the exercise of his jus disponendi, such as absolute conveyances, executed sales, chattel mortgages and deeds of trust, conditional sales with reservation of title, deeds of assignment for the benefit of creditors, etc.

Involuntary transfers are those resulting not from the voluntary agreement of the owner, but from the mere operation of law, independently of the parties' will. Some of these transfers are effected by the law solely in the interests of creditors and other third persons, as in the case of involuntary assignments in bankruptcy and insolvency. Others are effected upon

grounds of public policy, entirely irrespective of the rights of creditors and third persons, as in the case of the husband's common law title to the wife's personalty upon marriage. And still others are based upon both grounds, as in case of the succession to a decedent's estate, in which case the title of the administrator belongs in the main to the first head, while the title of the distributees to the residuum belongs to the second.

If the purpose of the involuntary transfer is the protection of creditors, each State wherein any of the property is located looks first of all to the protection of its own citizens, and a transfer of the owner's property in another State for such purpose, even in the State of the owner's domicil, will be given in general no effect in any other State as to property actually situated there, so long as there are creditors there unsatisfied. The law of the actual situs of the personalty, not of its legal situs (lex domicilii), is applied so regularly in such cases as to obscure and almost wipe out the general principle that in all cases of involuntary transfer the lex domicilii of the owner furnishes the "proper law."

But the latter principle again clearly shines forth when we come to deal with the second class of involuntary transfers, resulting from general motives of policy, not for the protection of creditors. In such cases the substitution of the lex fori et situs for the proper law (lex domicilii) is comparatively rare.

§ 128. Absolute Conveyances and Executed Sales of Personalty. An unbroken line of authority sustains the general proposition that, as between the parties, the law of the actual situs of the owner at the time of the transfer, that is, the law of the place where the transfer is made (lex loci contractus), governs the validity and effect of absolute conveyances of personalty, including assignments of choses in action and executed sales. The conveyance, assignment, or sale, if valid where made, will be upheld, as between the parties, in every jurisdiction in which it may be called in question; if invalid where made, it will not be sustained elsewhere.1

1 Black v. Zacharie, 3 How. 483, 514; Kerr v. Urie, 86 Md. 72, 37 Atl. 789; Fowler's Appeal, 125 Penn. St. 388, 17 Atl. 431; Marvin Safe Co. v. Norton, 45 N. J. L. 412, 57 Am. Rep. 566, 7 Atl. 418; Weinstein v. Freyer,

It must be observed however that while the validity of the substantial provisions and of the formalities of the transfer, as between the parties, is to be tested by the lex loci contractus, its validity, so far as it depends upon the legality of the consideration, may be governed by a different law, in cases where the situs of the consideration is a State other than the locus contractus.

Hence, although in case of articles prohibited to be sold in one State, a sale thereof made in another State and valid there will not be held invalid even in the prohibiting State, and even though the goods were purchased to be resold in the forum and the vendor knew that fact, yet if the vendor not only knew that the goods were to be resold in the forum, but knew also that such sale was contrary to the law of that State, the vendor will not be allowed, according to the better opinion, to recover the price in the courts of the State whose laws he has deliberately helped to violate. A fortiori, he would not be entitled to recover there, if he should take any active steps to aid the vendee in disposing of the articles in the prohibiting State, in conscious violation of its law. Nor indeed should he be permitted to sue in any State upon a contract the deliberate purpose of which is to violate the laws of a sister State."

Difficulty is sometimes experienced in ascertaining the locus contractus in case of sales. This topic will be fully developed 93 Ala. 257, 9 So. 285; In re Dalpay, 41 Minn. 532, 43 N. W. 564. So executed sales of personalty, as between the parties, are governed by the lex loci contractus as to their validity and effect. Suit v. Woodhall, 113 Mass. 391; Tarbox v. Childs, 165 Mass. 408, 43 N. E. 124; Erman v. Lehman, 47 La. Ann. 1651, 18 So. 650; Claflin v. Meyer, 41 La. Ann. 1048, 7 So. 139; Sullivan v. Sullivan, 70 Mich. 583, 38 N. W. 472; Webber v. Howe, 36 Mich. 150, 24 Am. Rep. 590; Fred Miller Brewing Co. v. De France, 90 Ia. 395, 57 N. W. 959; Boothby v. Plaisted, 51 N. H. 436, 12 Am. Rep. 140; Beverwyck Brewing Co. v. Oliver, 69 Vt. 323, 37 Atl. 1110.

2 Merchants' Bank v. Spalding, 9 N. Y. 53.

8 Webster v. Munger, 8 Gray (Mass.), 584; Graves v. Johnson, 156 Mass. 211, 30 N. E. 818, 32 Am. St. Rep. 446, 450, note. But see Hill v. Spear, 50 N. H. 253, 9 Am. Rep. 205; McIntyre v. Parks, 3 Met. (Mass.) 207.

Pratt v. Adams, 7 Pai. Ch. (N. Y.) 615, 632; Knowlton v. Doherty, 87 Me. 518, 47 Am. St. Rep. 349; Hill v. Spear, 50 N. H. 253, 9 Am. Rep. 205.

Weil v. Golden, 141 Mass. 364.

hereafter in examining the locus contractus of executory contracts. Only a few general principles will here be mentioned."

The locus contractus of a sale is the place where the sale is finally completed. Until that time the contract is in fieri, the title has not passed. It is not until the vendor has done everything in connection with the transfer necessary to pass title that the sale is completed. The place where the final act essential to this result is performed is the locus contractus. The place at which the order is given, or from which the order is sent to the vendor, however important to the determination of the locus contractus of an executory contract, furnishes no safe guide in fixing the place of an executed sale."

8

In Dolan v. Green, the plaintiff purchased intoxicating liquors from the defendant, paying him for them, and then sought under the Massachusetts statute to recover the price he had paid, the sale being invalid by the law of Massachusetts. It appeared that the defendant, who resided in Rhode Island, agreed with the plaintiff in Massachusetts to sell the liquors; from time to time he selected them from his stock in Rhode Island and delivered them there on board the cars, the plaintiff paying the freight. It was held that the sale, was made in Rhode Island, and being valid there was to be deemed valid in Massachusetts. The plaintiff was not permitted to recover.

On the other hand, in Weil v. Golden,' it appeared that an order was taken from Golden in Rhode Island by an agent of a liquor house in Philadelphia. The liquors were delivered at the vendee's place of residence in Rhode Island, the agent paying the freight to the place of delivery. It was held that Rhode Island was the place of the sale, the vendor's last act in com

See post, §§ 157, 158.

7 See Sullivan v. Sullivan, 70 Mich. 583, 38 N. W. 472; Suit v. Woodhall, 113 Mass. 391; State v. O'Neil, 58 Vt. 140, 56 Am. Rep. 557; Beverwyck Brewing Co. v. Oliver, 69 Vt. 323, 37 Atl. 1110; Boothby v. Plaisted, 51 N. H. 436, 12 Am. Rep. 140; Tegler v. Shipman, 33 Ia. 194, 11 Am. Rep. 118; Abberger v. Marrin, 102 Mass. 70; Erman v. Lehman, 47 La. Ann. 1651, 18 So. 650; Newman v. Cannon, 43 La. Ann. 712, 9 So. 439; Claflin v. Meyer, 41 La. Ann. 1048, 7 So. 139.

8 110 Mass. 322.

141 Mass. 364.